Precision BioSciences Reports Material Agreement, Equity Sales

TL;DR

**DTIL just announced a material agreement and equity sales, watch for dilution.**

AI Summary

Precision BioSciences, Inc. (DTIL) filed an 8-K on January 11, 2024, reporting an event on January 7, 2024, related to entering a material definitive agreement, results of operations, and unregistered sales of equity securities. This indicates the company is likely raising capital or restructuring, which could dilute existing shareholders if new shares are issued, potentially impacting the stock's value. Investors should monitor the details of the agreement and equity sales to understand the financial implications.

Why It Matters

This filing signals significant corporate actions, potentially involving new financing or strategic partnerships, which could alter the company's financial health and ownership structure.

Risk Assessment

Risk Level: medium — The mention of 'unregistered sales of equity securities' suggests potential dilution for existing shareholders, which carries a medium risk.

Analyst Insight

Investors should closely monitor subsequent filings or company announcements for details on the 'Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' to assess potential dilution and the strategic implications for Precision BioSciences, Inc. (DTIL).

Key Numbers

• $0.000005 — Par Value per Share (The par value of Precision BioSciences' Common Stock.)

Key Players & Entities

• Precision BioSciences, Inc. (company) — the registrant filing the 8-K
• DTIL (company) — the trading symbol for Precision BioSciences, Inc.
• January 7, 2024 (date) — date of the earliest event reported in the 8-K
• January 11, 2024 (date) — date the 8-K was filed
• $0.000005 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Precision BioSciences will provide more details on the material definitive agreement and equity sales in future filings or press releases. (Precision BioSciences, Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.000005 — ch registered Common Stock, par value $0.000005 per share DTIL The Nasdaq Capital M
• $10.0 million — d to receive an upfront cash payment of $10.0 million (the “Upfront Payment”),
• $7.5 million — #x201d;), an additional cash payment of $7.5 million in the event that TG Therapeutics achie
• $288.6 million — dditional specified milestones of up to $288.6 million (the “Additional Milestone Payme
• $5.25 million — of $10.0 million is comprised of (i) a $5.25 million cash payment due within 30 days followi
• $2.25 million — ys following the Effective Date, (ii) a $2.25 million cash payment due within 30 days followi
• $2.5 million — e, and (iii) a deferred cash payment of $2.5 million due within 12 months following the Effe
• $7.5 m — ow). The Initial Milestone Payment of $7.5 million, if payable, will consist of (i)
• $3.0 million — tone Payments is a potential payment of $3.0 million in connection with achievement of a mil
• $0.3722 — Share be less than the minimum price of $0.3722 (the “Minimum Price”), wh
• $116 million — cts to report that it had approximately $116 million in cash and cash equivalents as of Dece

Filing Documents

• dtil-20240107.htm (8-K) — 66KB
• dtil-ex99_1.htm (EX-99.1) — 24KB
• 0000950170-24-003761.txt ( ) — 224KB
• dtil-20240107.xsd (EX-101.SCH) — 28KB
• dtil-20240107_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 7, 2024 (the “Effective Date”), Precision BioSciences, Inc. (the “Company”) entered into a License Agreement (the “License Agreement”) with TG Cell Therapy, Inc. (“TG Subsidiary”) and its parent company TG Therapeutics, Inc. (“TG Parent” and, together with TG Subsidiary, “TG Therapeutics”), pursuant to which the Company granted TG Subsidiary certain exclusive and non-exclusive license rights to develop, manufacture, and commercialize non-oncological applications of the Company’s allogeneic CAR T therapy azer-cel (collectively, the “Licensed Product”) pursuant to the terms of the License Agreement. Under the License Agreement, the Company is entitled to receive an upfront cash payment of $10.0 million (the “Upfront Payment”), an additional cash payment of $7.5 million in the event that TG Therapeutics achieves a certain clinical milestone that is expected to be achieved in the near-term (the “Initial Milestone Payment”), and additional payments upon the achievement of additional specified milestones of up to $288.6 million (the “Additional Milestone Payments”). As described below, up to $10.0 million of the cash payments potentially payable to the Company are payable in exchange for the issuance (the “Company Stock Issuances”) to TG Subsidiary by the Company of shares of the Company’s common stock, par value $0.000005 per share (the “Shares”). The Upfront Payment of $10.0 million is comprised of (i) a $5.25 million cash payment due within 30 days following the Effective Date, (ii) a $2.25 million cash payment due within 30 days following the Effective Date, payable in exchange for 2,920,816 Shares, based on a price per share equal to 200% of the volume-weighted-average-price (“VWAP”) of the Company&#x2019

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. Although it has not finalized its full financial results for the year ended December 31, 2023, and as disclosed in the press release the Company issued on January 9, 2024, the full text of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 2.02, the Company expects to report that it had approximately $116 million in cash and cash equivalents as of December 31, 2023. This estimate is unaudited and preliminary and does not present all information necessary for an understanding of the Company’s financial condition as of December 31, 2023, and its results of operations for the year ended December 31, 2023. The audit of the Company’s financial statements for the year ended December 31, 2023 by the Company’s independent registered public accounting firm is ongoing and could result in changes to the information set forth above. The Company expects that existing cash and cash equivalents, expected operational receipts, including upfront and potential near-term consideration to be received from TG Therapeutics, operational efficiencies gained from divestment of the CAR T business, availability of the Company’s at-the-market (“ATM”) facility, and available credit will be sufficient to fund its operating expenses and capital expenditure requirements into the first half of 2026. The Company expects its cash runway to be sufficient to achieve first-in-human Phase 1 clinical data for its lead in vivo gene editing programs. The information under this Item 2.02 (including Exhibit 99.1) of this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission (the “SEC”) s

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The description of the License Agreement and the Company Stock Issuances thereunder set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Company Stock Issuances are being made in a private placement that is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 9, 2024, the Company issued a press release announcing the transactions described in Items 1.01 and 3.02 above. A copy of the press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is furnished pursuant to this Item 7.01. The information under this Item 7.01 (including Exhibit 99.1 hereto) of this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the SEC shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the parties’ expected actions under the License Agreement; statements regarding the clinical development and expected safety, efficacy and benefit of our product candidates (including azer-cel) and gene editing approaches including editing efficiency and differentiating aspects; the suitability of azer-cel for oncology indications and non-oncology indications including immunological diseases; the suitability of ARCUS nucleases for gene insertion, large gene deletion, and other gene editing approaches; the expected timing of regulatory processes; expectations about our operational initiatives and business strategy; expectations around partnership opportunities; our expected cash runway; expectations about achievement of key milestones and receipt of any milestone, royalty, or other payments; expectations regarding our liquidity and capital resources; and anticipated timing of initial clinical data. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking stateme

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release of Precision BioSciences, Inc. dated January 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Precision BioSciences, Inc. Date: January 11, 2024 By: /s/ John Alexander Kelly John Alexander Kelly Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR